Life360, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023 pursuant to Rule 13a‑15 under the Exchange Act. The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our management concluded that our disclosure controls and procedures were effective as of December 31, 2023. Changes in Internal Control over Financial Reporting Except for the changes to remediate the previous material weaknesses described below, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Material Weakness Remediation As previously reported, management identified a material weakness in the Company’s internal control over financial reporting as of December 31, 2022, related to management’s risk assessment process over IT General Controls (“ITGCs”), the design and implementation of ITGCs, including certain controls over logical access, segregation of duties and change management, and certain process level controls including information used in the execution of those controls that impacted our financial reporting processes. The material weakness did not result in any identified misstatements in the financial statements, and there were no changes to previously issued financial results. In order to remediate the material weakness, management implemented measures to ensure that control deficiencies contributing to the material weakness were remediated, such that these controls were designed, implemented and operating effectively. The remediation actions included: • Developing enhanced risk assessment procedures and controls to address IT risks related to key systems that support financial reporting; • Broadening the scope and improving the effectiveness of existing ITGCs for access management, segregation of duties, change management and computer operations; • Enhancing documentation of our IT controls for systems key to our financial reporting process; • Providing training relating to the importance and execution of ITGCs for key systems that support financial reporting; • Performing an in-depth analysis of the roles and accesses within key financial reporting systems and redesigning roles and accesses to support a stronger control environment; and • Engaging internal and external resources to assist with remediation and monitoring remediation progress. As a result of these efforts, our management determined that the previously identified material weakness was remediated as of December 31, 2023. 118 Table of Contents Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the guidelines established in the Internal Control—Integrated Framework ( 2013 ) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023. Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the consolidated financial statements included in this Annual Report and, as part of the audit, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2023, which is included below. Limitations on the Effectiveness of Controls and Procedures Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. 119 Table of Contents Report of Independent Registered Public Accounting Firm To the stockholders and the Board of Directors of Life360, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Life360, Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 29, 2024, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP San Francisco, California February 29, 2024 120 Table of Contents Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item will be contained in the Company’s Proxy Statement for its 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2023 (the “2024 Proxy Statement”), under the headings “Proposal 1 — Election of Directors” and “Executive Officers” and is incorporated herein by reference . We have adopted a code of conduct that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. If we make any substantive amendments to the code of conduct or grant any waiver from a provision of the code of conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website. The full text of our code of conduct is on the investor relations portion of our website at investors.life360.com. The inclusion of our website address in this Annual Report on Form 10-K does not include or incorporate by reference into this Annual Report on Form 10-K the information on or accessible through our website. Item 11. Executive Compensation. The information required by this item will be contained in the Company’s 2024 Proxy Statement, under the heading “Executive Compensation,” and is incorporated herein by reference . Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item will be contained in the Company’s 2024 Proxy Statement, under the heading “Security Ownership of Certain Beneficial Owners and Management,” and is incorporated herein by reference . Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be contained in the Company’s 2024 Proxy Statement, under the heading “Transactions with Related Persons and Indemnification,” and is incorporated herein by reference . Item 14. Principal Accountant Fees and Services. The information required by this item will be contained in the Company’s 2024 Proxy, under the heading - Principal Accountant Fees and Services,” and is incorporated herein by reference . 121 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. The following documents are filed as part of this Annual Report on Form 10-K: 1. Financial Statements. Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules. The financial statement schedules have been omitted as they are either not applicable or the required information is otherwise included. 3. Exhibits. The exhibits required to be filed as part of this report are listed in the Exhibit List attached hereto and are incorporated herein by reference. Incorporated by Reference Exhibit No. Description Filed Herewith Form File No. Filing Date Exhibit Number 2.1†* Agreement and Plan of Merger dated November 22, 2021, by and among Life360, Inc., Triumph Merger, Sub, Inc., Tile, Inc., and Fortis Advisors LLC. 10-12G/A 000-56424 July 5, 2022 2.1 2.2†* Amendment No. 1 to Agreement and Plan of Merger dated December 20, 2021, by and among Life360, Inc., Triumph Merger, Sub, Inc., Tile, Inc., and Fortis Advisors LLC. 10-12G/A 000-56424 July 5, 2022 2.2 2.3†* Agreement and Plan of Merger dated July 27, 2021, by and among Life360, Inc., Jiobit Merger Sub I, Inc., Jiobit Merger Sub II, LLC, Jio, Inc. and Shareholder Representative Services LLC. 10-12G/A 000-56424 July 5, 2022 2.3 2.4†* Amendment No.1 to Agreement and Plan of Merger dated August 31, 2021, by and among Life360, Inc., Jiobit Merger Sub I, Inc., Jiobit Merger Sub II, LLC, Jio, Inc. and Shareholder Representative Services LLC. 10-12G/A 000-56424 July 5, 2022 2.4 2.5†* Second Amendment dated April 11, 2022, by and between Life360, Inc. and Shareholder Representative Services LLC, to that certain Agreement and Plan of Merger dated July 27, 2021, by and among Life360, Inc., Jiobit Merger Sub I, Inc., Jiobit Merger Sub II, LLC, Jio, Inc. and Shareholder Representative Services LLC. 10-12G/A 000-56424 July 5, 2022 2.5 3.1* Amended and Restated Certificate of Incorporation of the Company. 10-12G/A 000-56424 July 5, 2022 3.1 3.2* Amended and Restated Bylaws of the Company. 10-K 000-56424 March 23, 2023 3.2 4.1†* Fourth Amended and Restated Investors’ Rights Agreement dated September 18, 2018, by and among Life360, Inc., the Founders, the Existing Preferred Holders and the New Investors. 10-12G/A 000-56424 July 5, 2022 4.1 122 Table of Contents 4.2 Description of Capital Stock X 10.1+* Form of Indemnification Agreement between Life360 and its directors and officers. 10-12G/A 000-56424 July 5, 2022 10.1 10.2+* Amended and Restated 2011 Stock Plan. 10-12G/A 000-56424 July 5, 2022 10.2 10.3+ Form of Amended and Restated 2011 Stock Plan Restricted Stock Unit Agreement. X 10.4+ Form of Amended and Restated 2011 Stock Plan Stock Option Agreement. X 10.5+* Life360 Compensation Plan for Board Directors and Company Leadership. 10-12G/A 000-56424 July 5, 2022 10.5 10.6+* Employment Agreement, dated May 14, 2019, between Life360, Inc. and Chris Hulls. 10-12G/A 000-56424 July 5, 2022 10.6 10.7+†* Employment Agreement, dated November 22, 2021, by and between Tile, Inc., pursuant to that certain Agreement and Plan of Merger, dated November 22, 2021, by and between the Company, Life360, Inc. and certain other parties, and Charles J. Prober. 10-12G/A 000-56424 July 5, 2022 10.8 10.8+* First Amendment to Employment Agreement, dated April 7, 2022, between Life360, Inc. and Charles J. Prober. 10-12G/A 000-56424 July 5, 2022 10.9 10.9+* Offer Letter, dated September 5, 2019, between Life360, Inc. and Samir Kapoor. 10-12G/A 000-56424 July 5, 2022 10.10 10.10+* Retention Bonus Letter between Life360, Inc. and Christopher Hulls (2016). 10-12G/A 000-56424 July 5, 2022 10.11 10.11§* Data Services and License Agreement, effective as of January 26, 2022, by and between Life360, Inc. and Placer Labs Inc. 10-12G/A 000-56424 July 5, 2022 10.13 10.12§ Amendment No. 1 to Data Services and License Agreement, effective as of June 8, 2022, by and between Life360, Inc. and Placer Labs Inc. X 10.13†§* Warranty Program Agreement, dated June 26, 2020, by and between Cover Genius Warranty Services, LLC and Tile, Inc. 10-12G/A 000-56424 July 5, 2022 10.15 10.14§* First Amendment to the Warranty Program Agreement, dated September 17, 2020, by and between Cover Genius Warranty Services, LLC and Tile, Inc. 10-12G/A 000-56424 July 5, 2022 10.16 10.15§* Second Amendment to the Warranty Program Agreement, dated October 8, 2021, by and between Cover Genius Warranty Services, LLC and Tile, Inc. 10-12G/A 000-56424 July 5, 2022 10.17 10.16§* Manufacturing Services Agreement, dated March 8, 2017, by and between Jabil Circuit, Inc., Jabil Circuit (Singapore) Pte. Ltd. and Tile, Inc. 10-12G/A 000-56424 July 5, 2022 10.18 123 Table of Contents 10.17* Letter Agreement, dated June 2, 2022, by and among Jabil, Inc., Jabil Circuit (Singapore) Pte. Ltd. and Tile, Inc. 10-12G/A 000-56424 July 5, 2022 10.19 10.18†* Office Lease for 1900 S. Norfolk Street, Suite 310, San Mateo, California, dated September 12, 2019, by and between 1900 Atrium Associates, LP and Tile, Inc. 10-12G/A 000-56424 July 5, 2022 10.31 10.19* First Amendment to Lease for 1900 S. Norfolk Street, Suite 310, San Mateo, California, dated August 18, 2020, by and between 1900 Atrium Associates, LP and Tile, Inc. 10-12G/A 000-56424 July 5, 2022 10.32 10.20* Second Amendment to Lease for 1900 S. Norfolk Street, Suite 310, San Mateo, California, dated January 10, 2022, by and between 1900 Atrium Associates, LP and Tile, Inc. 10-12G/A 000-56424 July 5, 2022 10.33 10.21* Fourth Amendment to Lease for 1900 S. Norfolk Street, Suite 310, San Mateo, California, dated May 4, 2023, by and between 1900 Atrium Associates, L.P. and Life360, Inc. 10-Q 000-56424 August 14, 2023 10.1 10.21†* Sublease Agreement for 30 North LaSalle Street, Chicago, Illinois, dated as of March 9, 2019, by and between Bin Insurance Holdings, LLC and Jio, Inc. 10-12G/A 000-56424 July 5, 2022 10.34 10.22* Vendor Terms and Conditions between Tile, Inc. and Amazon.com, effective June 4, 2018. 10-12G/A 000-56424 July 5, 2022 10.35 10.23* Apple Developer Program License Agreement between Life360, Inc. and Apple Inc. 10-12G/A 000-56424 July 5, 2022 10.36 10.24* Schedules 2 and 3 to Apple Developer Program License Agreement between Life360, Inc. and Apple Inc. 10-12G/A 000-56424 July 5, 2022 10.37 10.25* Separation Agreement and Consulting Agreement between Life360, Inc. and CJ Prober 10-Q 000-56424 August 14, 2023 10.2 10.26+ Form of Non-Executive Director Appointment Letter X 16.1* Letter from BDO USA, LLP, dated April 7, 2023 8-K 000-54624 April 10, 2023 16.1 21.1* List of Subsidiaries of the Company 10-12G/A 000-56424 July 5, 2022 21.1 23.1 Consent of Deloitte and Touche LLP, an Independent Registered Public Accounting Firm. X 23.2 Consent of BDO USA, P.C., an Independent Registered Public Accounting Firm X 24.1 Power of Attorney (included on the signature page to this report). X 31.1 Chief Executive Officer Certification Pursuant to Rule 13a-14(a) of the Exchange Act. X 31.2 Chief Financial Officer Certification Pursuant to Rule 13a-14(a) of the Exchange Act. X 124 Table of Contents 32.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Schema Document X 101.CAL Inline XBRL Calculation Linkbase Document X 101.DEF Inline XBRL Definition Linkbase Document X 101.LAB Inline XBRL Label Linkbase Document X 101.PRE Inline XBRL Presentation Linkbase Document X 104 Cover Page Interactive Data (formatted as Inline XBRL and contained in Exhibit 101) X _____________________ * Filed previously. + Indicates a management contract or compensatory plan, contract or arrangement. † Certain exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. § Portions of this exhibit have been redacted in accordance with Regulation S-K Item 601(b)(10)(iv). 125 Table of Contents Item 16. Form 10-K Summary None. 126 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LIFE360, INC. Dated: February 29, 2024 By: /s/ Chris Hulls Chris Hulls Chief Executive Officer (Principal Executive Officer) Dated: February 29, 2024 By: /s/ Russell Burke Russell Burke Chief Financial Officer (Principal Financial Officer) POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints Chris Hulls and Russell Burke, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. 127 Table of Contents Name Title Date /s/ Chris Hulls Chief Executive Officer and Director (Principal Executive Officer) February 29, 2024 Chris Hulls /s/ Russell Burke Chief Financial Officer (Principal Financial and Accounting Officer) February 29, 2024 Russell Burke /s/ Charles (CJ) Prober Director February 29, 2024 Charles (CJ) Prober /s/ John Philip Coghlan Chair of the Board of Directors February 29, 2024 John Philip Coghlan /s/ Mark Goines Director February 29, 2024 Mark Goines /s/ Alex Haro Director February 29, 2024 Alex Haro /s/ Brit Morin Director February 29, 2024 Brit Morin /s/ James Synge Director February 29, 2024 James Synge /s/ David Wiadrowski Director February 29, 2024 David Wiadrowski /s/ Randi Zuckerberg Director February 29, 2024 Randi Zuckerberg 128